CRISIS RESPONSE NETWORK AGREEMENT.PDF
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Page 1 of 38 Crisis Response Network AGREEMENT BETWEEN MARICOPA COUNTY ADMINISTERED BY ITS HUMAN SERVICES DEPARTMENT AND CRISIS RESPONSE NETWORK Contract Amount: $100,000 Contract Start Date: July 1, 2020 Contract Termination Date: June 30, 2021 Contract Number: CFDA Number: 14.231 Emergency Solutions Grant- CARES Act DUNS #: This Agreement (“Agreement”) is entered into between Crisis Response Network (“Subrecipient”), and Maricopa County, administered by its Human Services Department, (“County”). The Subrecipient and County are collectively referred to here as the “Parties” and individually as a “Party.” The Subrecipient, for and in consideration of the covenants and conditions set forth in this Agreement, shall provide and perform the services contained in it. All rights and obligations of the Parties shall be governed by the terms of this Agreement, its exhibits, attachments, and appendices, including any Subcontracts, Amendments, or Change Orders as set forth in the Agreement and in: Section 1 – General Provisions Section 2 – Special Provisions Section 3 – Work Statement Section 4 – Compensation Section 5 – Attachments Subrecipient Representative: Meredith Pritts Phone: (602) 845-3307 Title: Executive Assistant to CEO Email: Meredith.Pritts@crisisnetwork.org 1275 W. Washington Street. Suite 108 Tempe, AZ 85281 County Representative: Scott Hall Phone: (602) 506-4841 Title: Program Manager Email: Scott.Hall@maricopa.gov Address: 234 N. Central Avenue, 3rd Floor, Phoenix, AZ 85004 Notice under this Agreement shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth above and shall be effective, unless otherwise indicated in the notice, upon receipt if personally delivered and three (3) calendar days being placed in the U.S. Mail properly addressed, with sufficient postage, if sent by registered or certified mail. This Agreement contains all the terms and conditions agreed to by the Parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind the Parties. Nothing in this Agreement shall be construed as consent Page 2 of 38 Crisis Response Network to any lawsuits or waiver of any defenses in a lawsuit brought against the County or the Subrecipient in any state or federal court. IN WITNESS, the Parties have approved and signed this Agreement: Approved By: SUBRECIPIENT Approved By: MARICOPA COUNTY Authorized Signature Date Chairman, Board of Supervisors Date Attested to: Fran McCarroll, Clerk, Board of Supervisors Date IN ACCORDANCE WITH A.R.S. §§ 11-201 AND 11.251, THIS AGREEMENT HAS BEEN REVIEWED BY THE UNDERSIGNED DEPUTY COUNTY ATTORNEY AND HAS DETERMINED THAT THIS AGREEMENT IS PROPER IN FORM AND WITHIN THE POWER AND AUTHORITY GRANTED UNDER THE LAWS OF THE STATE OF ARIZONA. APPROVED AS TO FORM: Deputy County Attorney Date Page 3 of 38 Crisis Response Network SECTION 1 GENERAL PROVISIONS Maricopa County Human Services Department SECTION 1 GENERAL PROVISIONS Page 4 of 38 Crisis Response Network 1.0 PURPOSE The County shall provide the Subrecipient with U.S. Department of Housing and Urban Development (HUD) Emergency Solutions Grant CARES Act (ESG-CV) for the provision of activities identified in Section 3 (Work Statement). 2.0 TERM The term of this Agreement shall commence and terminate on the date listed on page one of this Agreement. The Agreement shall become effective upon approval and signature by both Parties. 3.0 RENEWAL This Agreement may be renewed by a written amendment, provided however, that the Subrecipient is in full compliance with all terms and conditions of this Agreement. The County shall notify the Subrecipient in writing of its intent to extend the Agreement term at least thirty (30) calendar days prior to the expiration of the original contract term, or any additional terms thereafter. 4.0 AMENDMENTS All Amendments to this Agreement shall be in writing and signed by authorized signers for both Parties. 5.0 TERMINATION 5.1 Under A.R.S. §38-511, the County may cancel this Agreement without penalty or further obligation within three years after execution of this Agreement if any person significantly involved in initiating, negotiating, securing, drafting or creating this Agreement on behalf of the County is, at any time while this Agreement is in effect, an employee or agent of any other party to this Agreement in any capacity or a consultant to any other party of the Agreement with respect to the subject matter of this Agreement. Additionally, under A.R.S. § 38-511, the County may recoup any fee or commission paid or due to any person significantly involved in initiating, negotiating, securing, drafting, or creating this Agreement on behalf of the County from any other party to this Agreement arising as the result of this Agreement. 5.2 Either Party may terminate this Agreement at any time by giving the other Party at least sixty (60) calendar days prior notice in writing (unless terminated by the Board of Supervisors under the Availability of Funds provision). The notice shall be given by personal delivery or by registered or certified mail, postage prepaid and return receipt requested, to the persons at the addresses set forth on page 1 of this Agreement. 5.3 This Agreement may be terminated by mutual written agreement of the Parties. The written agreement shall specify the termination date. 5.4 The County has the right to terminate this Agreement upon twenty-four (24) hour notice when the County deems the health or welfare of the service recipients are endangered or the Subrecipient’s non-compliance jeopardizes funding source financial participation. 5.5 If not terminated by one of the above methods, this Agreement will terminate upon the Termination Date stated on age 1 of this Agreement or expiration of any renewal term described in Section 3.0. 5.6 In accordance with 2 C.F.R. § 200, et seq., the County may suspend or terminate this Agreement if the Subrecipient violates any term or condition of this Agreement or if the Subrecipient fails to maintain a good-faith effort to carry out the purpose of this Agreement. SECTION 1 GENERAL PROVISIONS Page 5 of 38 Crisis Response Network 5.7 Either the County or the Subrecipient may terminate this Agreement for convenience in accordance with 2 C.F.R. § 200, et seq. The Parties shall agree upon the termination conditions including the effective date of the termination. The Party initiating the termination shall notify the other Party in writing stating the reasons for such termination. 6.0 EFFECT To the extent that the Special Provisions are in conflict with the General Provisions, the Special Provisions shall control. To the extent that the Work Statement and the Special or General Provisions are in conflict, the Work Statement shall control. To the extent that the Compensation Provisions are in conflict with the General Provisions, Special Provisions or Work Statement, the Compensation Provisions shall control. Nothing in this Agreement shall operate to increase the Operating Budget without a written amendment to this Agreement. 7.0 DEFINITIONS As used throughout this Agreement, the following terms shall have the following meanings: 7.1 Assistant Director means the Director of the Housing and Community Development Division within the Human Services Department. 7.2 Benchmarks mean milestones of the Subrecipient’s progress toward a specific performance goal. 7.3 Department means the Maricopa County Human Services Department. 7.4 Director means the Director of the Maricopa County Human Services Department. 7.5 Division means Housing and Community Development Division of the Human Services Department. 7.6 Emergency shelter services means services that may include shelter facility operations and supported by ancillary services. 7.7 Emergency shelter means any facility, whose primary purpose is to provide temporary or transitional shelter for the homeless in general, or for specific populations of the homeless. 7.8 HMIS means the Homeless Management Information System (HMIS) a local information technology system used to collect client-level data and data on the provision of housing and services to homeless individuals and families and persons at risk of homelessness. 7.9 Homeless means an individual or family that lacks a fixed, regular and adequate nighttime residence, or an individual or family that has a primary nighttime residence that is: 7.9.1 A supervised publicly or privately-operated shelter designed to provide temporary living accommodations; 7.9.2 An institution that provides a temporary residence for individuals intended to be institutionalized; or 7.9.3 A public or private place not designed for, or ordinarily used as, a regular sleeping accommodation for human beings; 7.9.4 The term does not include any individual imprisoned or otherwise detained under a federal, state or local laws or regulations. 7.10 Materials/supplies means office supplies such as pencils, papers and forms, but not data processing supplies. 7.11 Minority Business Enterprise (MBE) means an entity which is majority owned or controlled by a socially and economically disadvantaged individual as described by Public Law. 95-507. 7.12 Operations means service necessary to perform shelter operations including SECTION 1 GENERAL PROVISIONS Page 6 of 38 Crisis Response Network rent, security systems, fuel, equipment, insurance, utilities, furnishings, and supplies for shelter clients. 7.13 Personnel means all staff members, in whole, or in part, who are directly involved in and who are paid to provide services under this Contract. 7.14 Program Manager means the liaison between the Department and the Subrecipient that is responsible for Agreement monitoring and technical assistance. 7.15 Public Agency has the meaning prescribed by A.R.S. § 11-951. 7.16 Subcontract means any Agreement entered into by a Subrecipient with a third party for performance of any of the work or provision of any of the services covered by this Agreement. 7.17 Subcontractor means an entity funded through the Subrecipient to provide services required by the Work Statement. 7.18 Subrecipient means a public or private nonprofit agency, authority or organization, or an entity described in 24 C.F.R. 570.204 (c), to which a subaward is made and which is accountable to the recipient for the use of the funds provided. 7.19 Unit of service means one bed per night per person. 8.0 GENERAL REQUIREMENTS 8.1 The terms of this Agreement shall be construed in accordance with Arizona law and the applicable laws and regulations of the United State Department of Housing and Urban Development (HUD). Any lawsuit arising out of this Agreement shall be brought in the appropriate court in Maricopa County, Arizona. 8.2 The Subrecipient shall, without limitation, obtain and maintain all licenses, permits and authority necessary to do business, render services and perform work under this Agreement, and shall comply with all laws regarding unemployment insurance, disability insurance and worker's compensation. 8.3 The Subrecipient is an independent contractor in the performance of work and in the provision of services under this Agreement and is not to be considered an officer, employee or agent of the County. 8.4 The Subrecipient shall comply with the regulations prohibiting a conflict of interest. The Subrecipient shall not make any payments, either directly or indirectly, to any person, partnership, corporation, trust, or other organization that has a substantial interest in the Subrecipient's organization or with which the Subrecipient (or one of its directors, officers, owners, trust certificate holders, or relatives) has a substantial interest, unless the Subrecipient has made full written disclosure of the proposed payments to the County and has received written approval therefore. 8.5 For purposes of this provision, the terms "substantial interest" and "relative" shall have the meanings prescribed by A.R.S. § 38-502. 9.0 ACCEPTANCE OF FUNDS The Subrecipient hereby accepts the award of funds under the terms of this Agreement and agrees to execute and return this Agreement to the County within 30 days after receipt unless the Subrecipient receives a written waiver of this requirement from the County. 10.0 ASSIGNMENT AND SUBCONTRACTING No right, liability, obligation or duty under this Agreement may be assigned, delegated or subcontracted, in whole or in part, without the prior written approval of the County. The Subrecipient shall bear all liability under this Agreement, even if it is assigned, delegated, or subcontracted, in whole or in part, unless the County agrees otherwise. 11.0 AVAILABILITY OF FUNDS SECTION 1 GENERAL PROVISIONS Page 7 of 38 Crisis Response Network 11.1 The provisions of this Agreement relating to the payment for services shall become effective when funds assigned for the purpose of compensating the Subrecipient, as provided in this Agreement, actually are available to the County for disbursement. The County shall be the sole authority in determining the availability of funds under this Agreement and the County shall keep the Subrecipient fully informed as to the availability of funds. 11.2 If any action is taken by any federal, state, local agency, or any other agency or instrumentality to suspend, decrease, or terminate its fiscal obligation under, or in connection with, this Agreement, then the Parties may amend, suspend, decrease, or terminate their obligations under, or in connection with, this Agreement. In the event of termination, the Parties shall be liable for payment only for services rendered prior to the effective date of the termination, provided that such services performed are in accordance with the provisions of this Agreement. The Parties shall give written notice of the effective date of any suspension, amendment, or termination under this section at least ten (10) calendar days in advance. 12.0 BUDGET ADJUSTMENTS The Subrecipient must receive prior written approval from the County to move funds from one Budget Activity Line Item to another. Budget adjustments that do not change the Agreement Amount may be documented by a written Change Order signed by the County and the Subrecipient’s Representative. Requests for adjustments to this Agreement must be supported by appropriate documentation. Any requests for reasonable budget adjustments must be submitted ninety (90) calendar days prior to the expiration of this Agreement. If the County agrees to the budget adjustments, then the County shall follow Section 4.0 of this Agreement to amend this Agreement. 13.0 DISPUTES 13.1 Except as may otherwise be provided for in this Agreement, the Parties may attempt to informally resolve any dispute arising out of this Agreement for a reasonable period of time, which shall not exceed one hundred twenty (120) calendar days. Disputes which are not resolved in that time period, shall be submitted in accordance with the following formal dispute resolution process. 13.2 If a dispute cannot be resolved informally, the Subrecipient shall notify the Department in writing by mailing notice of the dispute to the Assistant Director within ten (10) business days from expiration of the informal dispute resolution process described in paragraph 13.1 above. The Assistant Director, as applicable, shall respond in writing to the Subrecipient within fourteen (14) business days after receipt of the Subrecipient’s written notice. The decision of the Assistant Director shall be final and conclusive unless, within seven (7) business days from the date the Subrecipient receives the decision, the Subrecipient files a written notice of appeal with the Department’s Director who shall provide the Subrecipient with a written response within fourteen (14) business days following receipt of the Subrecipient’s notice of appeal. The decision of the Director shall be final. 13.3 Pending a final decision of the Director, the Subrecipient shall diligently proceed with its performance of this Agreement in accordance with the Assistant Director’s decision. 14.0 DEFAULT AND REMEDIES FOR NONCOMPLIANCE 14.1 Notwithstanding anything to contrary, this Section shall not be deleted or superseded by any other provision of this Agreement. SECTION 1 GENERAL PROVISIONS Page 8 of 38 Crisis Response Network 14.2 This Agreement may be immediately terminated by the County if the Subrecipient defaults by failing to perform any objective or breaches any obligation under this Agreement, or any event occurs that jeopardizes the Subrecipient’s ability to perform any of its obligations under this Agreement. The County reserves the right to have service provided by persons other than the Subrecipient if the Subrecipient is unable or fails to provide required services within the specified time frame in the work statement. 14.3 Failure to comply with the requirements of this Agreement and all the applicable federal, state, or local laws, rules, and regulations may result in suspension or termination of this Agreement, the return of unexpended funds (less just compensation for work satisfactorily completed that, to date, has not been paid), the reimbursement of funds improperly expended, or the recovery of funds improperly acquired. Noncompliance includes, but is not limited to: 14.3.1 Non-performance of any obligations required by this Agreement. 14.3.2 Non-compliance with any applicable federal, state, or local laws, rules or regulations, including HUD guidelines, policies, or directives. 14.3.3 Unauthorized expenditure of funds. 14.3.4 Improper disposition of program income. 14.3.5 Non-compliance with applicable financial record requirements, accounting principles, or standards established by OMB circulars and 2 CFR §200 et seq. 14.3.6 Non-compliance with recordkeeping, record retention, or reporting requirements. 14.4 Notwithstanding the suspension or termination of this Agreement, or the final determination of the proper disposition of funds, the Subrecipient shall, without intent to limit or with restrictions, be subject to the following: 14.4.1 All awards of funding shall be immediately revoked, and any approvals related to the project described in the Special Provision or Work Statement shall be deemed revoked and canceled. Thereby, any entitlements to compensation after suspension or termination of this Agreement are similarly revoked and unavailable. 14.4.2 Not be relieved of any liability or responsibility associated with the Special Provision or Work Statement. 14.4.3 Acknowledge that suspension or termination of this Agreement does not affect or terminate any rights against the Subrecipient at the time of suspension or termination, or that may accrue later. Nothing herein shall be construed to limit or terminate any right or remedy available under Agreement or rule. 14.4.4 Waiver of a breach or default of any term, covenant, or condition of this Agreement or any federal, state, or local law, rule, or regulation shall not operate as a waiver of any subsequent breach of the same or any other term, covenant, condition, law, rule, or regulation. 14.5 The Subrecipient shall, upon notice or with knowledge obtained by itself or others, take any and all proactive actions necessary, and provide any and all applicable remedies to address and correct any act by itself, and any and all of its agents, representatives, officers, officials, directors, employees, volunteers, successors, assigns, contractors, or subcontractors that resulted in any wrongdoing (intentional or unintentional); misuse or misappropriation of funds; the incorrect or improper disposition of funds; any violation of any federal, state, or local law, rule, or regulation; or the breach of any certification or warranty provided in this Agreement. SECTION 1 GENERAL PROVISIONS Page 9 of 38 Crisis Response Network 15.0 SEVERABILITY Any provision of this Agreement that is determined to be invalid, void, or illegal by a court shall in no way affect, impair, or invalidate any other provision of this Agreement, and the remaining provisions shall remain in full force and effect. 16.0 STRICT COMPLIANCE The County’s acceptance of the Subrecipient’s performance that is not in strict compliance with the terms of this Agreement shall not be deemed to waive the requirements of strict compliance for all future performance. All changes in performance obligations under this Agreement shall be in writing and signed by both Parties. 17.0 SINGLE AUDIT ACT REQUIREMENTS If the Subrecipient receives $750,000 in federal funds, the Subrecipient is subject to the federal audit requirements of the Single Audit Act of 1984, as amended (Pub. L. No. 98-502) (codified at 31 U.S.C. §§ 7501, et seq.). The Subrecipient shall comply with 2 CFR § 200 Subpart F. Upon completion, such audits shall be made available for public inspection. Audits shall be submitted within the twelve (12) months following the close of the fiscal year. The Subrecipient shall take corrective actions within six (6) months of the date of receipt of the reports. The County shall consider sanctions as described in 2 CFR § 200.505 if the Subrecipient is noncompliant with the audit requirements. 18.0 AUDIT DISALLOWANCES 18.1 The Subrecipient shall, upon written notice, reimburse the County for any payments made under this Agreement that are disallowed by a federal, state, or County audit in the amount of the disallowance, as well as court costs and attorney and expert fees the County spends to pursue legal action relating to a disallowance. Court costs and attorney and expert fees incurred will be specifically identified as applicable to the recovery of the disallowed costs in question. 18.2 If the County determines that a cost for which payment has been made is a disallowed cost, then the County will notify the Subrecipient in writing of the disallowance and the required course of action, which shall be at the option of the County, either to adjust any future claim submitted by the Subrecipient by the amount of the disallowance or to require immediate repayment of the disallowed amount by the Subrecipient issuing a check payable to the County. 19.0 COMPETITIVE BID REQUIREMENTS 19.1 Equipment If this Agreement is with other than a Public Agency, the Subrecipient shall obtain all equipment to be utilized under this Agreement and purchased with funds provided under this Agreement at the lowest practical cost in accordance with the following competitive bidding system: 19.1.1 Procurements in excess of $300, but less than $1,000, require oral price quotations from two or more vendors. The Subrecipient shall keep and maintain a record of the vendors’ verbal quotations. The Subrecipient’s award shall be made to the lowest bidder meeting specification requirements concerning price, conformity to specifications, and other purchasing factors. 19.1.2 Procurements exceeding an aggregate amount of $1,000 must be approved by the Assistant Director. At least three (3) bidders shall be solicited to submit written quotations. The Subrecipient shall solicit written quotations by issuing a Request for Quotation to at least three (3) vendors. The award shall be SECTION 1 GENERAL PROVISIONS Page 10 of 38 Crisis Response Network made to the lowest bidder meeting specification requirements concerning price, conformity to specifications, and other purchasing factors. 19.2 Supplies If this Agreement is with other than a Public Agency, then the Subrecipient shall obtain all supplies to be utilized under this Agreement and purchased with funds provided under this Agreement at the lowest practical cost and in accordance with a system of written quotes whenever the price is expected to be greater than $300, unless the Subrecipient obtains the Assistant Director’s prior written approval to purchase supplies by an alternate method. 19.3 Minority, Women and Small Business Enterprises The Subrecipient shall take affirmative steps to provide an opportunity for minorities, women, and small businesses to compete in the procurement of equipment and supplies under this Agreement. 19.4 Bidding Procedures If the Subrecipient is a Public Agency, then the Subrecipient's own bidding procedures shall govern. 19.5 Procedures May Be Superseded Funding source requirements relating to competitive bid procedures may supersede any or all subparts of this clause and will be specified in the Special Provisions section of this Agreement. 20.0 PROPERTY Any property furnished or purchased under the terms of this Agreement shall be utilized, maintained, repaired, and accounted for in accordance with instructions furnished by the County, and shall revert to the County upon termination of this Agreement, unless the County determines otherwise. The costs to repair such property are the responsibility of the Subrecipient within the limits budgeted in this Agreement. Repair costs beyond the budgeted amount shall be approved by the Department. 21.0 NON-LIABILITY The County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions shall not be liable for any act or omission by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or contractors occurring in the performance of this Agreement, nor shall the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions be liable for purchases, contract, or agreements made by the Subrecipient or any and all of its agents, representatives, officials, officers, directors, employees, volunteers, agencies, boards, commissions, or contractors in connection with this Agreement. 22.0 INDEMNIFICATION To the extent permitted by law, the Subrecipient shall, and shall cause any of its Subcontractors to, indemnify, defend save and hold harmless the County, any jurisdiction or agency issuing any permits for any work arising out of this Agreement, and their respective agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions (hereinafter referred to as “Indemnitee”) from and against any and all claims, demands, actions, liabilities, damages, losses, judgments, or expenses (including court costs, attorney and expert fees, and costs of claim processing, investigation, and litigation) (hereinafter referred to as “Claims”): A.) that SECTION 1 GENERAL PROVISIONS Page 11 of 38 Crisis Response Network Either directly or indirectly are caused by, arise from, or relate to breach of this Agreement by the Subrecipient and any of its contractors, or any and all agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, or commissions of the Subrecipient and any of its contractors; and B.) for bodily injury or personal injury (including death), or loss or damage to tangible or intangible property caused, or alleged to be caused by, arise from, or relate to, in whole or in part, the negligent or willful acts or omissions of the Subrecipient or any of its contractors, or any and all agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions of the Subrecipient and of any contractors. This indemnity includes any claim or amount arising out of or recovered under the Worker’s Compensation Law or arising out of the failure of the Subrecipient or any of its contractors to conform to any federal, state or local law, statute, ordinance, rule, regulation or court decree. It is the specific intention of the Parties that the Indemnitee shall, in all instances, except for Claims arising solely from the negligent or willful acts or omissions of the Indemnitee, be indemnified by the Subrecipient and any of its contractors from and against any and all claims. It is agreed that the Subrecipient and any of its Subcontractors will be responsible for primary loss investigation, defense, and judgment costs where this indemnification is applicable. 23.0 INSURANCE 23.1 The Subrecipient, shall and shall cause any of its Subcontractors to purchase and maintain the minimum insurance stipulated in this Agreement from a company or companies duly licensed by the State of Arizona and possessing a current A.M. Best, Inc. rating of B++6. In lieu of State of Arizona licensing, the stipulated insurance may be purchased from a company which is or companies which are authorized to do business in the State of Arizona, provided that such insurance company or companies meet the approval of the County. The form of any insurance policies and forms must be acceptable to the County. 23.2 All insurance required under this Agreement shall be maintained in full force and effect until all work or service required to be performed under the terms of the Agreement is satisfactorily completed and formally accepted. Failure to do so may, at the sole discretion of the County, constitute a material breach of this Agreement. 23.3 The Subrecipient’s insurance shall be primary insurance as respects the County, and any insurance or self-insurance maintained by the County shall not contribute to it. 23.4 Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the County. 23.5 The insurance policies may provide coverage that contains deductibles or self- insured retentions. Such deductible or self-insured retentions (or both) shall not be applicable with respect to the coverage provided to the County under those policies. The Subrecipient shall be solely responsible for the deductible and self- insured retention and the County, at its option, may require the Subrecipient to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit. 23.6 The County reserves the right to request and to receive, within 10 business days, certified copies of any or all of the insurance certificates required under this Agreement. The County shall not be obligated to review policies and endorsements or to advise the Subrecipient of any deficiencies in such policies and endorsements, and such receipt shall not relieve the Subrecipient from, or be SECTION 1 GENERAL PROVISIONS Page 12 of 38 Crisis Response Network deemed a waiver of the County’s right to insist on strict fulfillment of the Subrecipient’s obligations under this Agreement. 23.7 The insurance policies required by this Agreement, except Worker’s Compensation, shall name the County, its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions as Additional Insureds. 23.8 The policies required under this Agreement, except Worker’s Compensation, shall contain a waiver of transfer of rights of recovery (subrogation) against the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, board, and commissions for any claims arising out of the Subrecipient’s work or service. 23.9 The Subrecipient's policies shall stipulate that the insurance afforded the Subrecipient shall be primary insurance and that any insurance carried by the County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions shall be excess and not contributory insurance, as provided by A.R.S. § 41-621. 23.10 Coverage provided by the Subrecipient shall not be limited to the liability assumed under the indemnification provisions of this Agreement. 23.11 Commercial General Liability: 23.11.1 Commercial General Liability insurance and, if necessary, Commercial Umbrella insurance with a limit of not less than $2,000,000 for each occurrence, $2,000,000 Products/Completed Operations Aggregate, and $4,000,000 General Aggregate Limit. The policy shall include coverage for premises liability, bodily injury, broad form property damage, personal injury, products and completed operations and blanket contractual coverage, and shall not contain any provisions which would serve to limit third party action over claims. There shall be no endorsement or modifications of the CGL limiting the scope of coverage for liability arising from explosion, collapse, or underground property damage. 23.12 Worker’s Compensation: 23.12.1 Worker’s Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction of the Subrecipient’s employees engaged in the performance of the work or services under this Agreement; and Employer’s Liability insurance of not less than $1,000,000 for each accident, $1,000,000 disease for each employee, and $1,000,000 disease policy limit. 23.12.2 The Subrecipient waives all rights against County and its agents, representatives, officials, officers, directors, employees, volunteers, departments, agencies, boards, and commissions for recovery of damages to the extent these damages are covered by the Worker’s Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by the Subrecipient pursuant to this Agreement. 23.13 Sexual Molestation And Physical Abuse: 23.13.1 When services involve working with children, elderly, or disabled individuals, the insurance requirements in the contract must include coverage for "sexual molestation and physical abuse." Coverage for this type of claim, or allegation, is excluded from standard general liability policies. Therefore, Subrecipients whose services include working with or caring (or both) for children/elderly and disabled persons should have their policies specifically endorsed to include this coverage. SECTION 1 GENERAL PROVISIONS Page 13 of 38 Crisis Response Network 23.13.2 The policy shall be endorsed to include coverage for sexual molestation and physical abuse at limits not less than $2,000,000.00 per occurrence and $4,000,000.00 aggregate. These limits may be included within a General Liability policy, Professional Liability policy or provided by separate endorsement with its own limits as required. Subrecipient must provide the following statement on their Certificate(s) of Insurance: “Sexual molestation and physical abuse coverage is included.” Policies/certificates stating that “Sexual molestation and physical abuse coverage is not excluded” do not meet this requirement. 23.14 Certificates of Insurance: 23.14.1 Upon execution of this Agreement, the Subrecipient shall, and shall cause any of its contractors, to furnish the County with valid and complete certificates of insurance, or formal endorsements as required by the Agreement, issued by the Subrecipient’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall identify this Agreement by number and title. 23.14.2 Prior to commencing either work or services under this Agreement, the Subrecipient shall have insurance in effect as required by the Agreement in the form provided by the County, issued by the Subrecipient’s insurer(s), as evidence that policies providing the required coverage, conditions and limits required by this Agreement are in full force and effect. Such certificates shall be made available to the County with ten (10) business days after a request by the County. BY SIGNING THIS AGREEMENT, THE SUBRECIPIENT AGREES TO THIS REQUIREMENT AND THAT FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS AGREEMENT. 23.14.3 In the event any insurance policy(ies) required by this Agreement is (are) written on a “claims made” basis, coverage shall extend for two years past completion and acceptance of the Subrecipient’s work or services and as evidenced by annual Certificates of Insurance. 23.14.4 If a policy does expire during the life of this Agreement, then a renewed Certificate of Insurance must be sent to the County forty-five (45) business days prior to the expiration date. 23.15 Cancellation and Expiration Notice: 23.15.1 Insurance required under this Agreement shall not be permitted to expire, be canceled, or materially changed without thirty (30) business days prior written notice to the County. 23.15.2 If the Subrecipient provides professional or semi-professional personal services under this Agreement for which malpractice or professional liability coverage is available, such as medical, psychiatric, or legal services, then the Subrecipient shall carry minimum liability coverage of $2,000,000 each occurrence and provide the County with proof of coverage. 23.16 Subcontractors: The Subrecipient’s certificate(s) shall include all subcontractors as insureds under its policies or the Subrecipient shall furnish to the County separate certificates for each subcontractor. All coverages for subcontractors shall be subject to the minimum requirements identified above. SECTION 1 GENERAL PROVISIONS Page 14 of 38 Crisis Response Network 23.17 Approval: Any modification or variation from the insurance requirements in any agreement must have prior approval from the County whose decision shall be final. Such action will not require a formal Amendment. 24.0 OFFSHORE PERFORMANCE OF WORK PROHIBITED Due to security and identity protection concerns, direct services under this Contract shall be performed within the borders of the United States. Any services that are described in the specifications or scope of work that directly serve the State of Arizona or its clients and may involve access to secure or sensitive data or personal client data or development or modification of software for the State shall be performed within the borders of the United States. Unless specifically stated otherwise in the specifications, this definition does not apply to indirect or “overhead” services, redundant back-up services or services that are incidental to the performance of the Contract. The provision applies to work performed by subcontractors at all tiers. 25.0 TECHNICAL ASSISTANCE The County will provide reasonable technical assistance to the Subrecipient to assist in complying with state and federal laws, and regulations, and accountability for diligent performance and compliance with the terms and conditions of this Agreement and all applicable laws, regulations and standards. However, this assistance in no way relieves the Subrecipient of full responsibility and accountability for its actions and performance in compliance with the terms of this Agreement. 26.0 STAFF AND VOLUNTEER TRAINING The County may make available to the Subrecipient the opportunity to participate in any applicable training activities conducted by the County. 27.0 CLEAN AIR ACT If the total face value of this Agreement exceeds $100,000, then the Subrecipient agrees to comply with all regulations, standards and orders issued under the Clean Air Act of 1970, as amended (42 U.S.C. §§ 7401, et seq.), to the extent any are applicable by reason of performance of this Agreement. 28.0 LOBBYING 28.1 No federal appropriated funds have been paid or will be paid by or on behalf of the Subrecipient to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal agreement, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal agreement, grant, loan, or cooperative agreement. 28.2 If any funds, other than federal appropriated funds, have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with any federal agreement, grant, loan or cooperative agreement, then the Subrecipient shall complete and submit OMB Form-LLL, titled "Disclosure of Lobbying Activities," in accordance with its instructions and 31 U.S.C. § 1352. 28.3 Subrecripient shall sign Attachment 4 – Certification Regarding Lobbying. SECTION 1 GENERAL PROVISIONS Page 15 of 38 Crisis Response Network 29.0 RELIGIOUS ACTIVITIES The Subrecipient agrees that none of its costs and none of the costs incurred by any contractor, or subcontractor will include any expense for any religious activity. 30.0 POLITICAL ACTIVITY PROHIBITED None of the funds, materials, property or services contributed by either the County or the Subrecipient under this Agreement shall be used for any partisan political activity, or to further the election or defeat of any candidate for public office. 31.0 COVENANT AGAINST CONTINGENT FEES The Subrecipient warrants that no person or entity has been employed or retained to solicit or secure this Agreement upon an agreement or understanding for a commission, percentage, brokerage or contingent fee. For breach or violation of this warranty, the County may immediately terminate this Agreement without liability. 32.0 SAFEGUARDING OF PARTICIPANT INFORMATION The use or disclosure by any Party of any information concerning an applicant for, or recipient of, services under this Agreement is directly limited to the conduct of this Agreement. The Subrecipient and its agents shall safeguard the confidentiality of this information, as required by federal and state law. The Subrecipient shall include a clause to this effect in all Subcontracts. 33.0 RIGHTS IN DATA The Parties shall have the use of data and reports resulting from this Agreement without cost or other restriction, except as otherwise provided by law or applicable regulation. Each Party shall supply to the other Party, upon request, any such available information that is relevant to this Agreement and to the performance under it. 34.0 COPYRIGHTS If this Agreement results in a book or other written material, then the author is free to copyright the work, but the County reserves a royalty-free, nonexclusive, perpetual and irrevocable license to reproduce, publish, or otherwise use and to authorize other to use, all copyrighted material and all material which can be copyrighted resulting from this Agreement. 35.0 AGREEMENT COMPLIANCE MONITORING The County will monitor the Subrecipient's compliance with, and performance under, the terms and conditions of this Agreement and the applicable federal regulations promulgated by HUD. On-site visits for compliance monitoring may be made by the County and its grantor agencies (or both the County and its grantor agencies) at any time during the Subrecipient's normal business hours, announced or unannounced. During an on-site visit, the Subrecipient shall make all of its records and accounts related to work performed or services provided under this Agreement available to the County for inspection and copying. 36.0 CONTINGENCY RELATING TO OTHER AGREEMENTS AND GRANTS 36.1 The Subrecipient shall, during the term of this Agreement, immediately inform the Department in writing of the award of any other agreement or grant, including any other agreement or grant awarded by the County, where the award may affect either the direct or indirect costs being paid or reimbursed under this Agreement. Failure by the Subrecipient to notify the Department County of such award shall be SECTION 1 GENERAL PROVISIONS Page 16 of 38 Crisis Response Network considered a violation of this Agreement and the County may immediately terminate this Agreement without liability. 36.2 The Department may request, and the Subrecipient shall provide within a reasonable time, which shall not exceed ten (10) business days, a copy of such other agreement or grant, when in the opinion of the Department the award of the agreement or grant may affect the costs being paid or reimbursed under this Agreement. 36.3 If the Department determines that the award to the Subrecipient of such other agreement or grant has affected the costs being paid or reimbursed under this Agreement, then the Department will prepare an amendment to this Agreement effecting a cost adjustment. If the Subrecipient disputes the proposed cost adjustment, then the dispute shall be resolved pursuant to the "Disputes" section contained in this Agreement. 37.0 MINIMUM WAGE REQUIREMENTS 37.1 The Subrecipient agrees and warrants that it shall pay all its employees engaged in performing work or providing services under the terms of this Agreement not less than the minimum wage specified under Section 6(a)(1) of the Fair Labor Standards Act of 1938, as amended and as specified by Arizona law. 38.0 RECOGNITION OF COUNTY SUPPORT The Subrecipient shall give recognition to the County and the funding source for its support when the Subrecipient publishes materials or releases public information that is paid for in whole or in part with funds received by the Subrecipient under this Agreement. 39.0 GRIEVANCE PROCEDURE The Subrecipient shall establish a system through which applicants for, and recipients of, services may present grievances and may take appeals about eligibility and other aspects of the Subrecipient's work under this Agreement. The grievance procedure shall include provisions for notifying the applicants for, and recipients of, services of their eligibility or ineligibility for service and their right to appeal to the Department if the grievance is not satisfied at the Subrecipient's level. 40.0 NONDISCRIMINATION AND EQUAL ACCESS 40.1 The Subrecipient, in connection with any service or other activity under this Agreement, shall not in any way, discriminate against any person on the grounds of race, color, religion, sex, national origin, age, disability, political affiliation or belief. The Subrecipient shall include this clause in all of its Subcontracts. 40.2 The Subrecipient shall comply with requirements of the Housing and Urban Development Equal Access Rule at 24 CFR Part 5, Final Rule 5863, to ensure equal access to housing and services regardless of gender identity. 41.0 DISABILITY REQUIREMENTS The Subrecipient agrees that any electronic or information technology offered under this Agreement shall comply with A.R.S. §§41-2531 and 41-2532 and Section 508 of the Rehabilitation Act of 1973, which requires that employees and members of the public shall have access to and use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities. SECTION 1 GENERAL PROVISIONS Page 17 of 38 Crisis Response Network 42.0 EQUAL EMPLOYMENT OPPORTUNITY 42.1 The Subrecipient shall not discriminate against any employee or applicant for employment because of race, age, disability, color, religion, sex, sexual identity, gender identity, or national origin. 42.2 The Subrecipient shall take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, age, disability, color, religion, sex sexual identity, gender identity, or national origin. Such action shall include, but is not limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, lay-off or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. 42.3 The Subrecipient shall and shall cause its contractors to comply with: 42.3.1 Title VI and VII of the Civil Rights Act of 1964, as amended (42 U.S.C. §§ 2000a, et seq.); 42.3.2 the Rehabilitation Act of 1973, as amended (29 U.S.C. §§ 701, et seq.); 42.3.3 the Age Discrimination in Employment Act of 1967, as amended (29 U.S.C. §§ 621, et seq.); 42.3.4 the Americans With Disabilities Act of 1990 (42 U.S.C. §§ 12101, et seq.); and 42.3.5 Arizona Executive Order 2009-09, as amended, et seq. which mandates that all persons shall have equal access to employment opportunities. 42.4 The Subrecripient shall sign Attachment 2 Equal Employmeny Opportunity Certification. 43.0 UNIFORM ADMINISTRATIVE REQUIREMENTS By entering into this Agreement, the Subrecipient agrees to comply with all applicable provisions of Title 2, Subtitle A, Chapter II, Part 200—UNIFORM ADMINISTRATIVE REQUIREMENTS, COST PRINCIPLES, AND AUDIT REQUIREMENTS FOR FEDERAL AWARDS contained in Title 2 C.F.R. § 200, et seq. 44.0 FINANCIAL MANAGEMENT The Subrecipient shall establish and maintain a separate, interest-bearing bank account for money provided under this Agreement, or an accounting system that assures the safeguarding and accountability of all money and assets provided under this Agreement. No part of the money deposited in the bank account shall be commingled with other funds or money belonging to the Subrecipient. All interest earned on the account shall be disposed of in a manner specified by the County in accordance with applicable state and federal regulations. The Subrecipient shall provide a signed bank account agreement authorizing the County to obtain information about the account. If an accounting system is used, then it shall be in accord with generally accepted accounting principles. 45.0 RETENTION OF RECORDS 45.1 This provision applies to all financial and programmatic records, supporting document, statistical records and other records of the Subrecipient that are related to this Agreement. 45.2 The Subrecipient shall retain all records relevant to this Agreement for six (6) years after final payment or until after the resolution of any audit questions which could be more than six (6) years, whichever is longer, and the County, federal and state auditors and any other persons duly authorized by the County shall have full access to, and the right to examine, copy, and make use of any and all of the records. SECTION 1 GENERAL PROVISIONS Page 18 of 38 Crisis Response Network 46.0 ADEQUACY OF RECORDS If the Subrecipient’s books, records and other documents related to this Agreement are not sufficient to support and document that allowable services were provided to eligible participants, then the Subrecipient shall reimburse the County for the services not supported and documented. 47.0 IMMIGRATION LAWS AND REGULATIONS 47.1 Federal Immigration and Nationality Act 47.1.1 The Parties understand and acknowledge the applicability of the Immigration Reform and Control Act of 1986 (IRCA). The Parties agree to comply with the IRCA in performing under this Agreement and to permit the other Party to inspect personnel records to verify such compliance. 47.1.2 By entering into this Agreement, the Parties warrant compliance with the Federal Immigration and Nationality Act (FINA) and all other federal immigration laws and regulations related to the immigration status of its employees. The Parties shall obtain statements from their contractors certifying compliance and shall furnish the statements to the County upon request. These warranties shall remain in effect through the term of the Agreement. The Parties and their contractors shall also maintain Employment Eligibility Verification forms (I-9) as required by the U.S. Department of Labor’s Immigration and Control Act for all employees performing work under the Agreement. I-9 forms are available for download at USCIS.GOV. 47.1.3 The Parties may request verification of compliance for any employee or contractor performing work under the Agreement. Should either Party suspect or find that the other Party or any of its contractors are not in compliance, then the Party may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Agreement for default, and suspension or debarment or both of the other Party. All costs necessary to verify compliance are the responsibility of the Subrecipient or its subcontractor. 47.2 Arizona Law: The Subrecipient warrants that it is in compliance with A.R.S. § 41- 4401 (e-verify requirements) and further acknowledges: 47.2.1 That then Subrecipient and its Vendors, if any, warrant their compliance with all federal immigration laws and regulations that relate to their employees and their compliance with A.R.S. § 23-214; 47.2.2 That a breach of a warranty under subsection 47.2 above, shall be deemed a material breach of this Agreement and the County may immediately terminate this Agreement without liability; and 47.2.3 That the County and any contracting government entity retains the legal right to inspect the papers and employment records of any Subrecipient or Vendors employee who works on this Agreement to ensure that the Subrecipient or Vendors is complying with the warranty provided under subsection 47.2 above and that the Subrecipient agrees to make all papers and employment records of said employee(s) available during normal business hours in order to facilitate such an inspection. 48.0 DRUG FREE WORKPLACE ACT 48.1 The Subrecipient agrees to comply with the Drug-Free Workplace Act of 1988 (41 U.S.C. §§ 701, et seq.), which requires that subrecipients and grantees of federal SECTION 1 GENERAL PROVISIONS Page 19 of 38 Crisis Response Network funds must certify that they will provide drug-free workplaces. This certification is a precondition to receiving a grant or entering into this Agreement. 48.2 Subrecripient shall sign Attachment 3 – Certification for Drug-Free Workplace. 49.0 GOVERNOR’S EXECUTIVE ORDER NO. 88-26 The Subrecipient is required to use the Arizona Taxonomy of Human Services for reporting and contracting purposes. 50.0 EMPLOYMENT DISCLAIMER 50.1 This Agreement is not intended to constitute, create, give rise to, or otherwise recognize a joint venture agreement, partnership, or other formal business association or organization of any kind between the Parties, and the rights and obligations of the Parties shall be only those expressly set forth in this Agreement. 50.2 The Parties agree that no individual performing under this Agreement on behalf of the Subrecipient is to be considered a County employee, and that no rights of County civil service, County retirement, or County personnel rules shall accrue to such individual. The Subrecipient shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workman's compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and shall save and hold the County harmless with respect thereto. 50.3 The County agrees that no individual performing under this Agreement on behalf of County may be considered a Subrecipient agent, employee, or representative and that no rights of the Subrecipient civil service, the Subrecipient retirement, or the Subrecipient personnel rules shall accrue to or apply to any such individual. The County shall have total responsibility for all salaries, wages, bonuses, retirement, withholdings, workers’ compensation, occupational disease compensation, unemployment compensation, other employee benefits, and all taxes and premiums appurtenant thereto concerning such individuals and the County shall indemnify, defend and hold harmless the Subrecipient with respect thereto. 51.0 CERTIFICATION REGARDING DEBARMENT, SUSPENSION INELIGIBILITY AND VOLUNTARY EXCLUSION The undersigned by signing and submitting this Agreement has the authority to certify the Subrecipient to the terms, representations and warranties of this Certification. The Subrecipient, defined as the primary participant in accordance with 45 C.F.R. Part 76, certifies to the best of its knowledge and belief that it and its principals: 51.1 are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency; 51.2 have not within a three-year period preceding this Agreement been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal, state, or local) transaction or Agreement under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 51.3 are not presently indicted or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph 51.2 of this certification; SECTION 1 GENERAL PROVISIONS Page 20 of 38 Crisis Response Network 51.4 have not within a three-year period preceding this Agreement had one or more public transactions (federal, state, or local) terminated for cause or default. 51.5 shall immediately notify the County if, at any time during the term of this Agreement, it is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement; 51.6 shall not enter into a contract or sub-recipient agreement with, or provide payment to, a person or organization that is debarred, suspended, declared ineligible, or voluntarily excluded from participation. The County may pursue available remedies in the event of such occurrence, including immediate termination of this Agreement; 51.7 The Subrecipient shall include without modification this Certification’s language, entitled “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transactions,” with all subgrantees or other contractors; in all lower tier covered transactions and in all solicitations for lower tier covered transactions in accordance with 45 C.F.R. Part 76; and 51.8 Should the Subrecipient not be able to provide this Certification, an explanation as to why shall be immediately provided to the Department, Attention: Project Manager at the address set forth on the cover page of this Agreement. 52.0 SUBRECIPIENT EMPLOYEE WHISTLEBLOWER RIGHTS AND REQUIREMENT TO INFORM EMPLOYEES OF WHISTLEBLOWER RIGHTS: 52.1 The Parties agree that this Agreement and employees working on this Agreement will be subject to the whistleblower rights and remedies in the pilot program on the Subrecipient employee whistleblower protections established at 41 U.S.C. § 4712 by section 828 of the National Defense Authorization Act for Fiscal Year 2013 (Pub. L. 112–239) and section 3.908 of the Federal Acquisition Regulation; 52.2 The Subrecipient shall inform its employees in writing, in the predominant language of the workforce, of employee whistleblower rights and protections under 41 U.S.C. § 4712, as described in section 3.908 of the Federal Acquisition Regulation. Documentation of such employee notification must be kept on file by the Subrecipient and copies provided to County upon request; and 52.3 The Subrecipient shall insert the substance of this clause, including this paragraph (3), in all subcontracts over the simplified acquisition threshold ($150,000 as of September 2013). 53.0 WRITTEN CERTIFICATION PURSUANT TO A.R.S. § 35-393.01 If the Subrecipient engages in for-profit activity and has 10 or more employees, and if this Agreement has a value of $100,000 or more, then the Subrecipient certifies it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, a boycott of goods and services from Israel. This certification does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50 U.S.C. § 4842. Page 21 of 38 Crisis Response Network SECTION 2 SPECIAL PROVISIONS Maricopa County Human Services SECTION 2 SPECIAL PROVISIONS Page 22 of 38 Crisis Response Network 1.0 STANDARDS The Subrecipient shall perform the work and provide the services as identified in the Work Statement and shall immediately notify the Department whenever the Subrecipient is unable to, or anticipates an inability to, perform any of the work, or provide any of the services required by the terms of this Agreement. The Subrecipient acknowledges that any inability to perform the work and provide the services, or comply with the standards set forth in, this Agreement may subject the Subrecipient to the remedies provided in the Default and Remedies for Noncompliance established by the General Provisions. 2.0 COMPLIANCE WITH LAWS, RULES & REGULATIONS This Agreement and the Parties to it, are subject to all applicable federal, state, or local laws, rules, and regulations. The Subrecipient shall ensure compliance, and the Subrecipient shall comply with all applicable laws, rules and regulations, without limitation to those designated within this Agreement. Refer to the Default and Remedies for Noncompliance provided in the General Provisions. 3.0 IT 508 COMPLIANCE Unless specifically authorized in the Agreement, any electronic or information technology offered to the County under this Agreement shall comply with A.R.S.§ 41-3531 and § 41- 3532 as may be amended, and Section 508 of the Rehabilitation Act of 1973, which requires the employees and members of the public shall have access to use of information technology that is comparable to the access and use by employees and members of the public who are not individuals with disabilities 4.0 BUDGET ADJUSTMENTS, CHANGE ORDERS AND AMENDMENTS 4.1 This Agreement may not be amended without a written amendment executed by the Parties. 4.2 The Subrecipient is required to notify the County, in writing, within fifteen (15) calendar days, after any changes in the following occur: 4.2.1 Agency authorized signatory, 4.2.2 Agency address, phone, fax or email addresses, 4.2.3 Person to whom Agreement notices should be sent, and 4.2.4 Any variation of insurance required by this Agreement. 4.3 Notwithstanding the foregoing, the Parties may agree in writing, to make non- substantive changes as follows: 4.3.1 Work Statement activities reflecting changes in the County’s regulations, policies, or requirements, 4.3.2 Payment Adjustments: a 10% change in a payment category as long as the change does not result in an increase or decrease in the total contract budget amount, and 4.3.3 Administrative requirements, such as reporting format quality, and/or quantity, as required by the funding source or the County’s regulations, policies, or requirements. 4.4 Change orders shall also be in writing and executed by the Subrecipient and the Director and approved by counsel. 4.5 Changes that result in an increase or decrease in the total contract budget will require a formal contract amendment pursuant to Section 4.0 of the General Provisions. 4.6 Any dispute or disagreement resulting from written change orders shall constitute a dispute in the meaning of the dispute clause of the contract General Provisions and shall be resolved accordingly. SECTION 2 SPECIAL PROVISIONS Page 23 of 38 Crisis Response Network 5.0 AUDIT REQUIREMENTS 5.1 In accordance with A.R.S. § 11-624, the Subrecipient shall, at its own expense, file with the County by March 31st of each Agreement year, either: 5.1.1 Audited financial statements prepared in accordance with federal single audit requirements, or, 5.1.2 Financial statements of the CDBG program prepared in accordance with generally accepted accounting principles audited by an independent certified public accountant. 6.0 PROGRAM INCOME 6.1 All income received from a CDBG Funded project shall be considered program income and subject to the requirements set forth in CDBG Program regulations. Program Income includes, but is not limited to: 6.1.1 sales/lease returns on investment; and 6.1.2 payments of principal and interest on loans. 6.2 Program Income received by the Subrecipient shall be tracked and returned to the County as follows: 6.2.1 program income shall be tracked by the Subrecipient and accounted for in a separate fund or account; 6.2.2 documentation supporting the amount of program income received shall be submitted quarterly with the quarterly progress report; 6.2.3 all program income shall be submitted at the end of each fiscal year, June 30th with a program income log that states program income received during the year. 6.3 Program income that is received after at the end of this Agreement shall be sent to the County in accordance with 24 CFR § 92.503 within 30 calendar days of receipt. 7.0 ADMINISTRATIVE REQUIREMENTS 7.1 Accounting Standards - The Subrecipient agrees to comply with this Agreement and to adhere to the accounting principles and procedures required to utilize adequate internal controls and maintain necessary source documentation for all costs incurred, as well as any applicable federal laws and regulations. The Subrecipient further agrees to maintain an adequate accounting system that provides for appropriate grant accounting (including calculation of program income). 7.2 Procurement - All procurement completed under this Agreement shall comply with the requirements at 2 C.F.R. Part 200, Subpart D, Procurement Standards. The Subrecipient may utilize their own procurement system that meets or exceeds the requirements in 2 C.F.R. 200 Subpart D. 7.3 Repayment of Funds – The Subrecipient agrees to repay funds provided under this Agreement for noncompliance with the terms of this Agreement. Repayment shall be in accordance with the terms of this Agreement or the requirement of applicable laws and regulations, including continuing use compliance. The County may specify in writing, the terms of the repayment or alternative terms in lieu of repayment. However, in no case shall repayment or alternative terms be accomplished later than sixty (60) calendar days following the written determination of noncompliance by the County. 7.4 Documentation and Record Keeping - The Subrecipient agrees to comply with this Agreement and the following record keeping requirements: SECTION 2 SPECIAL PROVISIONS Page 24 of 38 Crisis Response Network 7.4.1 Records to be Maintained - The Subrecipient shall maintain all records required by the federal regulations specified in 24 C.F.R. Part 570.506 that are pertinent to the activities to be funded under this Agreement. Such records shall include but not be limited to: 7.4.1.1 Records providing a full description of each activity undertaken; 7.4.1.2 Records demonstrating that each activity undertaken meets one of the National Objectives of the CDBG program, including HUD required revisions that may be released after this Agreement has been executed; 7.4.1.3 Records required for determining the eligibility of activities; 7.4.1.4 Records required to document the acquisition, improvement, use or disposition of real property acquired or improved with CDBG assistance (Properties retained shall continue to meet eligibility criteria and shall conform with the "changes in use" restrictions specified in 24 C.F.R. Part 570.505, as applicable); 7.4.1.5 Records that demonstrate citizen participation; 7.4.1.6 Records that demonstrate compliance regarding acquisitions, displacement, relocation and replacement housing; 7.4.1.7 Records documenting compliance with the fair housing and equal opportunity components of the CDBG program; 7.4.1.8 Financial records as required by 24 C.F.R. Part 570.502, 2 C.F.R. § 200, and OMB Circulars; 7.4.1.9 Other records necessary to document compliance with Subpart K of 24 C.F.R. § 570; and 7.4.1.10 Records documenting compliance with Section 3 of the Housing Development Act of 1968. 7.4.2 DUNS Number and SAM Profile - All Subrecipients shall have a valid Dun and Bradstreet (DUNS) number and an active profile in the federal System for Award Management (SAM). 7.4.2.1 To obtain a DUNS Number use this link: http://fedgov.dnb.com/webform. 7.4.2.2 For additional information on System for Award Management (SAM) and, DUNS use this link: https://www.sam.gov/SAM/pages/public/help/samQUserGuides.jsf 7.4.3 Housing - Records that demonstrate compliance with deeds of trust, promissory notes, and forgivable loans associated with owner-occupied housing activities. 7.4.4 Public Facilities - Records that demonstrate continuing ownership and eligible use of facility according to CDBG and ESG regulations. 7.4.5 Outcome Measures – The Subrecipient shall maintain data that supports the accomplishment of the desired outcomes as indicated in the Work Statement. 7.4.6 Records Retention - The Subrecipient shall retain all records pertinent to this Agreement for a period of six (6) years after all CDBG and ESG requirements have been met. In the event of litigation, a claim, or an audit is begun before the expiration of this retention period, said records shall be retained until all such action or audit findings involving the records have been resolved. 7.4.7 Disclosure - The Subrecipient understands that client information collected under this Agreement is private and the use or disclosure of such information, when not directly connected with the administration of the SECTION 2 SPECIAL PROVISIONS Page 25 of 38 Crisis Response Network County's or the Subrecipient's responsibilities with respect to services provided under this Agreement, is prohibited unless written consent is obtained from such person receiving service. 7.4.8 Client Data - The Subrecipient shall maintain client data: 7.4.8.1 Demonstrating client eligibility for services provided. Such data shall include, but not be limited to, client name, address, income level, or other basis for determining eligibility. 7.5 Required to meet reporting requirements including client race and ethnicity, and a description of the service(s) provided. 7.6 The Subrecipient will input all client data into HMIS. 7.6.1 Property Records - The Subrecipient shall maintain property and equipment inventory records that clearly identify properties and equipment purchased, improved or sold. Properties and equipment retained shall continue to meet eligibility criteria and shall conform to the use of property and equipment. 7.6.2 Audits and Inspections - All Subrecipient records with respect to any matters covered by this Agreement shall be made available to the County, its designees or the federal government, at any time during normal business hours, as often as the County deems necessary, to audit, examine and make excerpts or transcripts of all relevant data. Any relevant deficiencies noted in audit reports must be addressed by the Subrecipient within 45 business days after receipt by the Subrecipient. Failure of the Subrecipient to comply with the above audit requirements shall constitute a violation of this Agreement and may result in the withholding of future payments. 7.6.3 The Subrecipient hereby agrees to have an Annual Audit conducted in accordance with 2 CFR Part 200. 7.7 Reporting 7.7.1 Progress Reports - The Subrecipient shall be responsible to provide reports on all activities related the Scope of Work. The Subrecipient agrees to submit to the County Performance Reports: 7.7.1.1 Quarterly Program Income Report and Supporting Documentation; 7.7.1.2 Quarterly Progress Reports in the form and content as required by the County. Reports shall be due on the date specified in the report form, generally in July, October, January, and April, addressing activities of the proceeding three months (i.e. the July report covers April, May, and June). If there has been no activity, then the reports need to explain why. Failure to submit timely Quarterly Reports will result in suspension of payment for reimbursement requests until all reports are brought current. 7.7.1.3 Minority Business Enterprise / Women Business Enterprise (MBE/WBE) information; and 7.7.1.4 Other HUD-required reporting data as applicable shall be submitted. 7.8 Program Income – The Subrecipient agrees to comply with the quarterly and annual program income reporting requirements of 24 C.F.R. 570.504 and the Administrative Manual. The Subrecipient shall report program income received and expended program income as defined in 24 C.F.R. § 570.500 generated by activities carried out with CDBG funds made available under this Agreement. Documentation supporting the amount of program income received and expended shall be submitted with the reports required. The Subrecipient shall account for SECTION 2 SPECIAL PROVISIONS Page 26 of 38 Crisis Response Network program income and maintain a separate account for these funds. Program income shall be retained by the Subrecipient and shall be used only for CDBG eligible activities as outlined in the HUD CDBG regulations and the Administrative Manual. The Subrecipient further agrees that these funds shall be utilized to pay for CDBG activities prior to requesting any reimbursement from the County for any CDBG activities. 7.9 Performance Monitoring - The County shall monitor the Subrecipient to determine if CDBG and ESG-funded activities are implemented and administered in accordance with this Agreement and all applicable federal requirements and to gauge performance of the Subrecipient against goals and performance standards required in this Agreement. The Subrecipient will prepare for monitoring and assure all required files and documentation are available at scheduled monitoring. Failure of the Subrecipient to administer, implement, and perform as determined by federal regulations and County policies shall constitute non-compliance with this Agreement and is subject to the Default and Remedies for Noncompliance provided in this Agreement. 7.10 Contracts 7.10.1 Approvals - The Subrecipient shall not commit to any pre-contract costs or enter into any subcontract(s) with any agency or individual in the performance of this Agreement without the Release of Funds from the County. Execution of construction contracts may not occur until a letter stating the Subrecipient is not on the debarred list is received from the County. 7.10.2 DUNS Number: All subcontractors shall have a valid DUNS number and an active profile in the federal System for Award Management (SAM). 7.10.3 Selection Process - The Subrecipient shall insure that all subcontracts let in the performance of this Agreement are awarded on a fair and open competitive basis. Executed copies of all subcontracts shall be forwarded to the County along with documentation, if requested, concerning the selection process. 7.10.4 Section 3 of the Housing and Urban Development Act of 1968 - The Subrecipient shall include the Section 3 clause in subcontracts, as required, and shall take appropriate action under the subcontract upon a finding that the subcontractor is in violation of regulations issued by HUD/County. The Subrecipient shall not subcontract with any entity where it has notice or knowledge that the latter has been found in violation of regulations under 24 CFR Section 135. 7.10.5 Agreement Monitoring - The Subrecipient shall monitor/review all subcontracted services on a regular basis to assure Agreement compliance. Results of monitoring efforts shall be summarized in the Progress Reports and supported with documented evidence, if requested, of follow-up actions taken to correct areas of noncompliance. 7.10.6 Noncompliance by Subcontractor(s) may lead to default of this Agreement and subject the Subrecipient to the Default and Remedies for Noncompliance provisions of this Agreement. 8.0 ENVIRONMENTAL CONDITIONS 8.1 The Subrecipient agrees to comply with the National Environmental Policy Act of 1969 (P.L. 91-190) pursuant thereto 40 C.F.R. Parts 1500 - 1508, Environmental Review Procedures for Title I of the Community Development Block Grant program pursuant thereto Title 24 CFR Part 58, Subpart A, and with all conditions required SECTION 2 SPECIAL PROVISIONS Page 27 of 38 Crisis Response Network in the process of the environmental assessment. An Environmental Review Record (ERR) shall be completed before taking any physical action on a site or entering into Agreements. If federal funds are involved in an activity, then neither federal nor non-federal funds may be expended or committed by Agreement (conditional or not) for activities related to this project including design work, until the County provides written authorization based on approval of an ERR. 8.2 Air and Water - The Subrecipient agrees to comply with the following requirements insofar as they apply to the performance of this Agreement: 8.2.1 Clean Air Act, 42 U.S.C. § 7401, et seq., as amended. 8.2.2 Federal Water Pollution Control Act, as amended, 33 U.S.C. § 1251, et seq., as amended, 1318 relating to inspection, monitoring, entry, reports and information, as well as other requirements specified in said Section 114 and Section 308 and all regulations and guidelines issued thereunder. 8.2.3 Environmental Protection Agency (EPA) regulations pursuant to 40 C.F.R. Part 50, as amended. 8.2.4 The Subrecipient agrees to comply with conditions set forth by the Air Quality Department or other County agency, as required. 8.3 Flood Disaster Protection - In accordance with the requirements of the Flood Disaster Protection Act of 1973 (42 U.S.C. § 4001), the Subrecipient shall assure that for activities located in an area identified by FEMA as having special flood hazards, flood insurance under the National Flood Insurance Program is obtained and maintained as a condition of financial assistance for acquisition or construction purposes. (In the case of housing, the homeowner must obtain and maintain flood insurance as a condition of funding, or funds may not be utilized.) 8.4 Historic Preservation - The Subrecipient agrees to comply with the Historic Preservation requirements set forth in the National Historic Preservation Act of 1966, as amended (16 U.S.C. § 470) and the procedures set forth in 36 C.F.R. Part 800, Advisory Council on Historic Preservation Procedures for Protection of Historic Properties, insofar as they apply to the performance of this Agreement. In general, this requires concurrence from the State Historic Preservation Office for all rehabilitation and demolition of historic properties that are fifty (50) years old or older, or that are listed or eligible for the National Register of Historic places, or places included on any state or local historic property inventory or any archaeological findings. 8.5 Release of Funds (ROF) - No funds may be encumbered prior to the completion of the Environmental Review. The Environmental Review Record (ERR) must be completed before any funds are obligated. Funding is also conditioned upon the completion of the ERR of every activity site by address. The responsibility for certifying the appropriate Environmental Review Record and ROF shall rest with the County. It is the responsibility of the Subrecipient to notify the County, and to refrain from making any commitments and expenditures on a site until a Release of Funds has been issued by the County. Failure to meet these conditions will mean that requested funds will not be disbursed. 9.0 TIMELY IMPLEMENTATION The Subrecipient agrees that timely implementation of the activity is essential. The Subrecipient agrees that implementation of activities including design/development or construction (or both) shall commence not later than 60 calendar days after the execution of this Agreement. SECTION 2 SPECIAL PROVISIONS Page 28 of 38 Crisis Response Network 10.0 OPERATION & MAINTENANCE Upon completion of the activity, the Subrecipient or other party, if identified, shall assume sole responsibility for continuing operation and maintenance of the activity described in Work Statement. 11.0 OFFSET FOR DAMAGES In addition to all other remedies at law or Equity, the County may offset from any money due to the Subrecipient any amounts the Subrecipient owes to the County for damages resulting from breach or deficiencies in performance of the Agreement. 12.0 ADDITIONAL CERTIFICATIONS AND WARRANTIES 12.1 The Subrecipient agrees that it undertakes hereby the same obligations as the County has undertaken to HUD pursuant to said Annual Action Plan and Assurances. The Subrecipient shall hold County harmless and indemnify it against any damage or other liability which the Subrecipient may incur with respect to HUD as a result of any failure on the part of the Subrecipient to comply with the requirements of any such obligation. Page 29 of 38 A New Leaf SECTION 3 WORK STATEMENT Maricopa County Human Services SECTION 3 WORK STATEMENT Page 30 of 38 A New Leaf 1.0 SCOPE OF WORK The Subrecipient shall comply with the following service requirements: 1.1 Operations 1.1.1 Subrecripient shall: 1.1.1.1 Development of COVID-19 tracking and risk Assessments 1.1.1.2 Creation of COVID-19 related project setups for existing and new agencies. Both federally funded through ESG/CDBG and locally funded (State, municipal and private). 1.1.1.3 Reporting related to COVID-19. We are making regular modifications to reports for the CoC related to COVID fields, developing custom COVID reports and also ensuring sub- recipients can report on their additional funding. 1.1.1.4 Training and help-desk support for additional work. 1.2 Administration 1.2.1 Subrecripient shall be responsible for hiring, managing, training, and terminating staff as necessary, in accordance with Subrecripient’s established policy and procedures. 1.2.2 Subrecripient will ensure staff training commensurate with role and responsibility. 1.2.3 Subrecripient shall partner with other service providers to ensure that a diverse array of services and activities are available to clients. 1.2.4 Subrecripient shall report any incidents that may involve a liability issue or may leave the County open for public scrutiny by telephone to County Community Development staff as soon as possible following occurrence/notification. 1.3 Program Reports 1.3.1 Subrecripient’s monthly payment request for reimbursement is due on the 15th day following the end of the month being reported (i.e. February 15th for January report) and will include: 1.3.1.1 Contract Payment Request 1.3.1.2 Programatic Report on Monthly Activity 1.3.2 Subrecripient will provide any other report as requested by the County including aggregate or client level data, through the HMIS System and according to approved CoC Data Sharing agreements. Such reporting shall be for the purposes of improving access to service. County reserves the right to add, remove or revise reporting requirements at its discretion. 1.3.3 Subrecripient will provide full access, read only, to the project in HMIS for the purpose of monitoring client files no more than once per quarter. Contractor is responsible for notifying HMIS Lead Agency and granting access to Funder within 3 business days of monitoring notice. 1.4 Reporting Requirements 1.4.1 Unless otherwise provided in this Agreement, reporting shall adhere to the following schedule: Subrecripient shall be required to affect qualitative as well as quantitative performance outcome measures with respect to its target populations on a quarterly basis. Quarterly reports, are due on the 15th day of the month following the close of the quarter (i.e. April 15th for SECTION 3 WORK STATEMENT Page 31 of 38 Crisis Response Network Jan-Mar quarter). The Subrecripient shall submit programmatic and financial reports to the County in the form set forth in this Agreement. Failure to submit timely, accurate and complete reports by the designated day may result, at the option of the County, in retention or forfeiture of payment. 1.4.2 Subrecripient shall submit to the County all final program and fiscal reports no later than the designated date to be determined by the County, following the termination or expiration of this Agreement. Failure to submit final program and fiscal reports within the designated time period may result, at the option of the County, in forfeiture of final payment. Page 32 of 38 A New Leaf SECTION 4 COMPENSATION Maricopa County Human Services SECTION 4 COMPENSATION Page 33 of 38 Crisis Response Network 1.0 FUNDING 1.1 Funding for this Agreement is through the following federal Catalog of Federal Domestic Assistance (CFDA) programs: $100,000 - 14.231 Emergency Solutions Grant- CARES Act (ESG-CV) 2.0 COMPENSATION 2.1 Subject to the availability and authorization of funds for the explicit purposes set forth in this Agreement, the County shall compensate the Subrecipient for services rendered. 3.0 BUDGET 3.1 The Agreement budget amount shall not exceed the amount listed on page 1 of this Agreement. 3.2 The Subrecipient shall be reimbursed for the line items identified in the attached budget Attachment 1. 4.0 REIMBURSEMENT 4.1 The Subrecipient shall submit for reimbursement by the 15th day of the month following month end close out. 4.2 Sufficient backup shall also be attached to a reimbursement claim, such as a General Ledger or a detailed Expenditure Report, with the included charges identified. 4.3 Request for reimbursement shall be submitted to: 4.3.1 Maricopa County Human Services Department Housing and Community Development Division Attn: Scott Hall 234 North Central Avenue, Suite 3000, Phoenix, AZ 85004. 4.4 The County shall reimburse the Subrecripient on a Net 0 payment standard. 5.0 FINAL REIMBURSEMENT UPON CONTRACT TERMINATION 5.1 Upon termination of this Agreement at the date identified on page 1 of this Agreement, or as may be amended, the Subrecipient shall submit the final reimbursement request. 5.1.1 This request shall be submitted no later than 30 days after the termination date except as noted immediately below. 5.1.2 If the termination date is between June 10 and June 30, the final reimbursement request shall be submitted by July 10. 5.1.3 The final progress report, and any other required reports that may be applicable such as the program income report shall be submitted with the final reimbursement request. Page 34 of 38 A New Leaf SECTION 5 ATTACHMENTS Maricopa County Human Services SECTION 5 ATTACHMENTS Page 35 of 38 A New Leaf ATTACHMENT 1 Budget CONTRACT SERVICE: COUNTY -WIDE HMIS CONTRACT PERIOD: 07/01/2020 - 6/30/2021 NAME: Community Response Network I. PERSONNEL TOTAL Number of FTE Total Salary for the % Allocated Service SERVICE COUNTY Positions Level Position Title Contract Period MCHSD Percentage COST COST 1 1.00 Program Specialist 50,000.00 $ 40% $50,000.00 $20,000.00 1 0.50 Business Analyst 75,000.00 $ 93% $75,000.00 $70,000.00 TOTAL: $125,000.00 $90,000.00 II. EMPLOYEE RELATED EXPENSES TOTAL COUNTY ITEM BASIS COST COST Average Fringe Rate Percentage Total Proposed Cost to MCHSD $0.00 $0.00 $0.00 $0.00 III. PROFESSIONAL AND OUTSIDE SERVICES TOTAL COUNTY ITEM BASIS COST COST $0.00 $0.00 TOTAL: $0.00 $0.00 IV. TRAVEL/MILEAGE TOTAL COUNTY ITEM BASIS COST COST $0.00 $0.00 $0.00 $0.00 TOTAL: $0.00 $0.00 V. MATERIALS AND SUPPLIES TOTAL COUNTY ITEM BASIS COST COST $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 VI. OPERATING SERVICES TOTAL COUNTY ITEM BASIS COST COST $0.00 $0.00 TOTAL: $0.00 $0.00 TOTAL DIRECT COST: $125,000.00 $90,000.00 SUBTOTAL ADMIN COST: $10,000.00 $10,000.00 TOTAL SERVICE COST: $135,000.00 $100,000.00 Various Fringe Benefits SECTION 5 ATTACHMENTS Page 36 of 38 Crisis Response Network ATTACHMENT 2 SECTION 5 ATTACHMENTS Page 37 of 38 Crisis Response Network ATTACHMENT 3 SECTION 5 ATTACHMENTS Page 38 of 38 Crisis Response Network ATTACHMENT 4